SEO SERVICE AGREEMENT

    This SEO Service Agreement (“Agreement”) is made and entered into as of the Effective Date by and between:

    Agency: Awkward Media, having its principal place of business at 30 Ordnance Street Unit 2006, Toronto ON (“Agency”)

    Client: [Client Legal Name], having its principal place of business at [Client Address] (“Client”)

    Collectively referred to as the “Parties,” and individually as a “Party.”

    1. Term of Agreement

    This Agreement shall commence on [Start Date] (“Effective Date”) and shall remain in effect until terminated in accordance with Section 9 of this Agreement.

    2. Scope of Services

    Agency shall provide Search Engine Optimization services (“SEO Services”) as agreed upon in the sales consultation and outlined in Schedule A: SEO Deliverables. The services may include, but are not limited to: Local SEO, Organic SEO, technical optimization, content creation, and backlink development. The deliverables will be customized for each client and listed in Schedule A.

    3. Client Responsibilities and Feedback Timelines

    • Client agrees to provide timely cooperation throughout the duration of this Agreement, including but not limited to granting access to necessary assets, including website credentials, analytics platforms, GMB access (if applicable), and hosting.

    • Providing feedback on submitted deliverables (e.g., content, design, optimization recommendations) within 48 hours (2 business days) from submission.

    • Failure to respond within 48 hours may result in delays and will void any guarantees referenced in Section 8.

    4. Payment Terms

    • All payments are due on the [Onboarding Date] of each month.

    • Payments will be automatically charged to the payment method on file.

    • If payment fails or is not received on the due date, Agency reserves the right to immediately pause all SEO Services until the outstanding amount is cleared.

    • A pause in service due to delayed payment may result in a decline in rankings or traffic, and Agency shall not be liable for any resulting performance loss.

    5. 20-Day Opt-Out Policy

    • Client may choose to discontinue services by providing a written notice at least 20 calendar days prior to their next billing date.

    • If notice is provided within 20 days of the billing date (i.e., after the X of the month), the upcoming billing cycle will still be processed, and services will terminate at the end of that cycle.

    • No refunds will be issued for partial service months.

    6. Impact of Google Core Updates

    Client acknowledges that Google's algorithmic changes, including but not limited to Core Updates, can adversely impact search performance and
    rankings.

    • If a Core Update is rolled out during the campaign, Agency shall be granted an additional 30 days on any ranking-based guarantees (see Section 8).

    • Agency’s primary focus remains long-term, sustainable SEO growth, and temporary volatility is to be expected during such periods.

    7. Intellectual Property

    All content and materials developed by Agency during the term of this Agreement shall be the property of Client upon full payment. This includes written content, reports, and data analysis.

    Agency reserves the right to reference anonymized performance data and results for case study or portfolio purposes unless explicitly prohibited in writing by the Client.

    8. Guarantees

    Agency offers the following guarantees based on a mutually defined set of performance goals. The specifics will be provided in Schedule B: Client-Specific Guarantees.

    Guarantees discussed by Sales Team will be the ones used as reference on the Onboarding Call.
    Guarantees are subject to the following conditions:

    • Client responds to feedback requests within 48 hours (see Section 3).

    • Client refrains from engaging in SEO activities independently or via third-party providers without prior written approval from Agency.

      • This includes content changes, technical updates, backlink building, and URL modifications.

    • Agency is granted access to and control over all relevant digital properties (e.g., CMS, GMB, analytics).

    9. Termination

      This Agreement may be terminated by either Party under the following conditions:

    • Client-Initiated Termination: Must comply with the 20-Day Opt-Out Policy (Section 5).

    • Agency-Initiated Termination: Agency may terminate this Agreement with written notice if Client fails to make timely payments, violates key policies, or disrupts campaign strategy through unauthorized third-party changes.

    10. Confidentiality

    Both Parties agree to keep all business, financial, and operational information strictly confidential. This includes, but is not limited to: client lists, pricing, strategies, performance metrics, and intellectual property.

    11. Independent Contractor Status

    Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. Each Party is and shall remain an independent contractor.

    12. Amendments

    No amendment to this Agreement shall be effective unless made in writing and signed by both Parties.

    13. Governing Law and Jurisdiction

    This Agreement shall be governed by and interpreted in accordance with the laws of Ontario, Canada. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada.